1) 2 3. Incentive Compensation. The Executive shall also be entitled to annual incentive compensation of up to fifty (50)% of the applicable base salary if the Company's business objectives as set forth in the Company's annual business plan are...Employment Agreement • March 31st, 1997 • Information Resource Engineering Inc • Radio & tv broadcasting & communications equipment • Delaware
SAFENET, INC. 2001 OMNIBUS STOCK PLANStock Option Grant Agreement • June 8th, 2001 • Safenet Inc • Radio & tv broadcasting & communications equipment
2,500,000 SHARES SAFENET, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2003 • Safenet Inc • Radio & tv broadcasting & communications equipment • New York
CREDIT SUISSE FIRST BOSTON LLC LEHMAN BROTHERS INC. RAYMOND JAMES & ASSOCIATES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS, C/O CREDIT SUISSE FIRST BOSTON LLC, ELEVEN MADISON AVENUE, NEW YORK, N.Y. 10010-3629
ARTICLE 1 GRANT OF OPTIONNonqualified Stock Option Grant Agreement • August 4th, 2000 • Information Resource Engineering Inc • Radio & tv broadcasting & communications equipment
Registration Rights Agreement Dated As of December 13, 2005 between SafeNet, Inc. and Merrill Lynch, Pierce, Fenner & Smith IncorporatedRegistration Rights Agreement • December 15th, 2005 • Safenet Inc • Radio & tv broadcasting & communications equipment • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of December 7, 2005, among the Company and the Initial Purchaser (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchaser of an aggregate of $225,000,000 aggregate principal amount ($250,000,000 principal amount if the Initial Purchaser exercises its option in full) of the Company’s 2.5% Convertible Subordinated Notes due 2010 (the “Notes” and together with the shares of common stock of the Company into which the Notes are convertible, the “Securities”). In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 31st, 2003 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the day of , 2003, by and between SafeNet, Inc., a Delaware corporation (the “Corporation”), and (“Indemnitee”), a [director and/or officer] of the Corporation.
EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2006 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
AGREEMENT, dated the 17th day of October 2006 (“the Effective Date”) between SafeNet, Inc., a Delaware corporation (the “Company”) with offices at 4690 Millennium Drive, Belcamp, MD and Chris Fedde (the “Executive”).
FORM OF VOTING AGREEMENTVoting Agreement • October 24th, 2003 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
THIS VOTING AGREEMENT is entered into as of October 22, 2003, by and between Rainbow Technologies, Inc., a Delaware corporation (“Company”), and the undersigned shareholder (“Shareholder”) of SafeNet, Inc., a Delaware corporation (the “Parent”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SAFENET, INC.Merger Agreement • November 1st, 2002 • Safenet Inc • Radio & tv broadcasting & communications equipment • Maryland
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on October 30, 2002, by and among SAFENET, INC., a Delaware corporation (“Parent”), SAPPHIRE ACQUISITION CORP., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and CYLINK CORPORATION a California corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
STOCK OPTION AGREEMENTStock Option Agreement • September 21st, 2004 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
This Stock Option Agreement, is dated as of September 9, 2004, and entered into by and among SafeNet, Inc. a Delaware corporation (“Parent”), Snowflake Acquisition Corporation, a Minnesota corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and DataKey, Inc., a Minnesota corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER By and Among DATAKEY, INC., SNOWFLAKE ACQUISITION CORP. and SAFENET, INC. Dated as of September 9, 2004Merger Agreement • September 21st, 2004 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of September 9, 2004, by and among DataKey, Inc., a Minnesota corporation (the “Company”), SafeNet, Inc., a Delaware corporation (“Purchaser”), and Snowflake Acquisition Corp., a Minnesota corporation and wholly owned subsidiary of Purchaser (“Merger Sub”).
STOCKHOLDERS’ AGREEMENTStockholders' Agreement • September 21st, 2004 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
This Stockholders’ Agreement (this “Agreement”), is entered into as of September 9, 2004, and between SafeNet, Inc., a Delaware corporation (“Parent”), and Snowflake Acquisition Corp., a Minnesota corporation and wholly-owned subsidiary of Parent (“Purchaser”), on the one hand, and each of the stockholders of DataKey, Inc., a Minnesota corporation (the “Company”) set forth on Schedule 1 hereto (each a “Stockholder” and collectively, the “Stockholders”), on the other hand. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2003 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
This First Amendment to the Registration Rights Agreement ("Agreement") dated February 27, 2003 by and among SafeNet, Inc. ("Company"), Raqia Networks, Inc. ("Stockholder"), Rachelle Heller, Innovation Investments, LLC, Helmsbridge Holdings Ltd., Orin Hirschman and Paul Jacobs (collectively and together with the Stockholder, "Holders of a Majority of the Remaining Registrable Securities") is made as of this 24th day of June, 2003. Defined terms not defined herein shall have the meaning given in the Agreement.
1 Agreement between Lockheed Martin Corporation Information Systems & Technologies ("Lockheed"), a Maryland Corporation, with offices at 640 Freedom Business Center, King of Prussia, PA 19406 and Information Resource Engineering Incorporated ("IRE"),...Cooperation Agreement • November 13th, 1997 • Information Resource Engineering Inc • Radio & tv broadcasting & communications equipment • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2002 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
AGREEMENT, dated this 12th day of December, 2001 between SafeNet, Inc. a Delaware corporation (the “Company”) with offices at 8029 Corporate Drive, Baltimore, MD and Anthony A. Caputo (the “Executive”).
AGREEMENTResignation Agreement • October 20th, 2006 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
This Agreement is entered into by and between SafeNet, Inc. (“SafeNet”) and Anthony Caputo (“Mr. Caputo”), the Chairman and Chief Executive Officer of SafeNet.
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SAFENET, INC., PBSL ACQUISITION CORP., PIJNENBURG SECUREALINK, INC. AND THE OTHER PARTIES SIGNATORY HERETO Dated as of December 14, 2001Agreement and Plan of Reorganization • January 17th, 2002 • Safenet Inc • Radio & tv broadcasting & communications equipment • Maryland
DATAKEY, INC. MUTUAL NONDISCLOSURE AGREEMENTMutual Nondisclosure Agreement • September 21st, 2004 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
1 EXHIBIT 4.7 INFORMATION RESOURCE ENGINEERING, INC. INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • December 1st, 1999 • Information Resource Engineering Inc • Radio & tv broadcasting & communications equipment
AGREEMENT AND PLAN OF MERGER by and among VECTOR STEALTH HOLDINGS II, L.L.C., STEALTH ACQUISITION CORP. and SAFENET, INC. Dated as of March 5, 2007Merger Agreement • March 7th, 2007 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 5, 2007 (the "Agreement"), among Vector Stealth Holdings II, L.L.C., a Delaware limited liability company ("Parent"), Stealth Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), and SafeNet, Inc., a Delaware corporation (the "Company").
WITNESSETH:Alliance and Joint Marketing Agreement • March 31st, 1997 • Information Resource Engineering Inc • Radio & tv broadcasting & communications equipment • New York
SECURITY AGREEMENTSecurity Agreement • September 20th, 2004 • Safenet Inc • Radio & tv broadcasting & communications equipment • Minnesota
THIS SECURITY AGREEMENT (the “Agreement”), dated and effective as of this 9th day of September, 2004, is made by DATAKEY, INC., a Minnesota corporation, with its chief executive office at 407 West Travelers Trail, Minneapolis, Minnesota 55337 (hereinafter referred to as the “Debtor”), in favor of SAFENET, INC., a Delaware corporation (together with its successors and assigns, the “Lender”). The Lender acquired that certain Secured Promissory Note issued by the Debtor dated of even date herewith (the “Secured Note”) pursuant to that certain Secured Loan Agreement, dated as of the date hereof, by and between the Debtor and the Lender (the “Loan Agreement”).
SECURED LOAN AGREEMENTSecured Loan Agreement • September 20th, 2004 • Safenet Inc • Radio & tv broadcasting & communications equipment • Maryland
This SECURED LOAN AGREEMENT (this “Agreement”) is made as of this 9th day of September, 2004 by and between DataKey, Inc., a Minnesota corporation (the “Company”) and SafeNet, Inc., a Delaware corporation (the “Purchaser”).
RECITALSStockholder Rights and Voting Agreement • June 12th, 2002 • Safenet Inc • Radio & tv broadcasting & communications equipment • Maryland
Form Rule 145 Affiliate Agreement October 22, 2003Form Rule 145 Affiliate Agreement • November 14th, 2003 • Safenet Inc • Radio & tv broadcasting & communications equipment
WATER’S EDGE CORPORATE CAMPUS OFFICE LEASEOffice Lease • July 31st, 2003 • Safenet Inc • Radio & tv broadcasting & communications equipment • Maryland
THIS AGREEMENT OF LEASE (this “Lease”) is made this day of , 2003, by and between WATERS EDGE CORPORATE CAMPUS LLC, a limited liability company formed under the laws of the State of Maryland (“Landlord”), and SAFENET, INC., a corporation formed under the laws of the State of Delaware (“Tenant”).
1 EXHIBIT 4.8 INFORMATION RESOURCE ENGINEERING, INC. NONSTATUTORY STOCK OPTION AWARD AGREEMENTNonstatutory Stock Option Award Agreement • December 1st, 1999 • Information Resource Engineering Inc • Radio & tv broadcasting & communications equipment
JOINT FILING AGREEMENTJoint Filing Agreement • September 20th, 2004 • Safenet Inc • Radio & tv broadcasting & communications equipment
This will confirm the agreement by and between the undersigned that the Statement on Schedule 13D (the “Statement”) filed on or about this date relating to the offer by Snowflake Acquisition Corp., a Minnesota corporation and a wholly owned subsidiary of SafeNet, Inc., a Delaware Corporation, to purchase all the outstanding shares of common stock, par value $0.05 per share, and all of the outstanding shares of convertible preferred stock, liquidation value $2.50 per share, of Datakey, Inc., a Minnesota corporation is being filed on behalf of the undersigned.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 5th, 2003 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
THIS ASSET PURCHASE AGREEMENT (together with the schedules and exhibits attached hereto, this “Agreement”) is entered into effective for all purposes and in all respects as of February 27, 2003, by and among (i) SafeNet, Inc., a Delaware corporation (“SafeNet”), (ii) Raqia Acquisition Corp., a Delaware corporation (“Buyer”) and (iii) Raqia Networks, Inc., a Delaware corporation (the “Seller”).
AGREEMENTEmployment Agreement • October 20th, 2006 • Safenet Inc • Radio & tv broadcasting & communications equipment • Maryland
This Agreement is entered into by and between SafeNet, Inc. (“SafeNet”) and Carole Argo (“Argo”), the President and Chief Operating Officer of SafeNet.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2003 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
This Registration Rights Agreement (this "Agreement"), dated as of February 27, 2003, by and between SafeNet, Inc., a Delaware corporation (the "Company"), and Raqia Networks, Inc., a Delaware corporation (the "Stockholder").
PURCHASE AGREEMENT dated as of November 14, 2005 among Pari Capital AG, Pari Capital Group AG, Robert Osterrieth, Rho Capital Partners Verwaltungs GmbH, certain other Sellers and SafeNet Technologies B.V. and SafeNet, Inc.Purchase Agreement • December 7th, 2005 • Safenet Inc • Radio & tv broadcasting & communications equipment
Purchase Agreement (this “Agreement”) dated as of November 14, 2005 among Pari Capital Group AG, Pari Capital AG, Robert Osterrieth, Rho Capital Partners Verwaltungs GmbH, Michael Steiner, Willy Strothotte, John J. Knorr, Dr. Alexander Kirsch, Willi Mannheims, Ivo Rauh (each a “Seller” and together the “Sellers”), SafeNet Technologies B.V. (the “Purchaser”) and SafeNet Inc. (the “Guarantor”).
I. DEFINITIONSJoint Development and Marketing Agreement • March 31st, 1997 • Information Resource Engineering Inc • Radio & tv broadcasting & communications equipment • New York
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SAFENET, INC., RAVENS ACQUISITION CORP. AND RAINBOW TECHNOLOGIES, INC. Dated as October 22, 2003Merger Agreement • October 24th, 2003 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on October 22, 2003, by and among SAFENET, INC., a Delaware corporation (“Parent”), RAVENS ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and RAINBOW TECHNOLOGIES, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF REORGANIZATION AMONG SAFENET, INC., MEDIASENTRY, INC., SIDECAST MERGER CORP., CERTAIN SHAREHOLDERS OF MEDIASENTRY, INC., AND AARON FESSLER, as Shareholders’ Representative DATED June 1, 2005Agreement and Plan of Reorganization • June 6th, 2005 • Safenet Inc • Radio & tv broadcasting & communications equipment • Maryland
